Citigroup (C)

Landlord Transfer Restrictions

10.01. Except for Permitted Transfers (which shall be permitted prior to the second anniversary of the Commencement Date (the “Second Anniversary”) without Tenant’s consent), prior to the Second Anniversary neither the Real Property (nor any portion thereof) nor any interest of Landlord in this lease shall be sold, assigned, or otherwise transferred, whether by operation of law or otherwise, nor shall any of the issued or outstanding capital stock, membership interest, partnership interest or any equity interest of any Landlord Entity, be (voluntarily or involuntarily) sold, assigned or

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transferred, whether by operation of law or otherwise, nor shall there be any merger or consolidation of any such corporation or other entity into or with another corporation or other entity (other than another Landlord Entity) nor shall additional stock or other interests in any Landlord Entity be issued if the issuance of such additional stock or other interests will result in a change of the controlling stock or other interest of ownership of such corporation, nor shall any general partner’s interest in a partnership which is Tenant be (voluntarily or involuntarily) sold, assigned or transferred (each of the foregoing transactions being herein referred to as a “Transfer”).

10.02. For purposes of this Lease:

(a) “Landlord Entity” means (i) the entity which is Landlord (provided such entity has no significant assets other than the Real Property) and (ii) any other entity which has no significant assets other than a direct or indirect interest in Reckson Court Square, LLC as of the date of this lease.

(b) “Permitted Transfer” means (i) any Transfer of a direct or indirect interest in any Landlord Entity by will or intestacy, (ii) any Transfer of a direct or indirect interest in any Landlord Entity listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or traded in the “over the counter” market with quotations reported by the National Association of Securities Dealers, (iii) (A) any Transfer of a direct or indirect non-controlling interest (which for purposes hereof shall mean an interest of not more than 75% and which at the time of the Transfer does not have day-to-day management of the entity in question, but may have rights with respect to voting on major decisions of such entity) in any Landlord Entity (a “Non-Controlling Interest”) to an Institutional Investor (provided, that the foregoing shall not be deemed to prohibit any subsequent assumption by the Institutional Investor of management rights by the exercise of rights which are customary in joint ventures with Institutional Investors) and (B) any Transfer of a Non-Controlling Interest by one Institutional Investor to another, (iv) any collateral assignment of any interest in any Landlord Entity as security for a loan, (v) (A) any Transfer of the Real Property, of any portion thereof or of any interest in any Landlord Entity, at a foreclosure sale or by transfer or assignment in lieu of foreclosure, and (B) any Transfer subsequent to a Transfer described in clause (A), except that for purposes of Article 44 only, such subsequent Transfers shall only constitute Permitted Transfers through and including the first Transfer by the foreclosing lender which results in the Real Property being owned by a party which is not an Affiliate of such lender and which had no interest in the foreclosed loan, (vi) any Transfer of the Real Property, of any portion thereof or of any interest in any Landlord Entity to an Affiliate of Landlord, (vii) any Transfer of ownership interests in any Landlord Entity among the persons who own interests in such Landlord Entity.

(c) “Institutional Investor” means any one or more of the following entities (or any department, agency, subsidiary or Affiliate of any of the

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following entities) whether acting for their own account or in a fiduciary or representative capacity (including for parties which are not themselves Institutional Investors): (i) a savings bank, a savings and loan association, a commercial bank, an investment bank, a trust company, an insurance company, a commercial credit corporation, a real estate investment trust, a mutual fund, a government entity, an investment company, a money management firm, opportunity fund or “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended, in each case having total assets (in name or under management) in excess of $500,000,000, (ii) a religious, educational or eleemosynary institution, a union, federal, governmental, state, municipal or secular employees’ welfare, benefit, pension or retirement fund, in each case having total assets of at least $500,000,000 or (iii) any other entity engaged regularly in the business of financing, owning or investing in real estate and/or leases having total assets (in name or under management) of at least $500,000,000.

10.03. Any Transfer by Landlord (other than Permitted Transfers) shall be subject to Tenant’s right of first offer set forth in Article 44.

ARTICLE 11